Common use of Agreement of Pubco to Indemnify Clause in Contracts

Agreement of Pubco to Indemnify. Pubco will indemnify, defend, and hold harmless, to the full extent of the law, the Selling Shareholders from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by the Selling Shareholders by reason of, resulting from, based upon or arising out of: (a) the breach by Pubco of any representation or warranty of Pubco contained in or made pursuant to this Agreement, any Pubco Document or any certificate or other instrument delivered pursuant to this Agreement; or (b) the breach or partial breach by Pubco of any covenant or agreement of Pubco made in or pursuant to this Agreement, any Pubco Document or any certificate or other instrument delivered pursuant to this Agreement.

Appears in 1 contract

Samples: Share Exchange Agreement (Pacific Green Technologies Inc.)

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Agreement of Pubco to Indemnify. Pubco will indemnify, defend, and hold harmless, to the full extent of the law, the Selling Shareholders Purchaser from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by the Selling Shareholders Purchaser by reason of, resulting from, based upon or arising out of: (a) the breach by Pubco of any representation or warranty of Pubco contained in or made pursuant to this Agreement, any Pubco Document or any certificate or other instrument delivered pursuant to this Agreement; or (b) the breach or partial breach by Pubco of any covenant or agreement of Pubco made in or pursuant to this Agreement, any Pubco Document or any certificate or other instrument delivered pursuant to this Agreement.

Appears in 1 contract

Samples: Share Purchase Agreement (Wolverine Technologies Corp.)

Agreement of Pubco to Indemnify. Pubco will indemnify, defend, and hold harmless, to the full extent of the law, the Selling Shareholders Priveco from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by the Selling Shareholders Priveco by reason of, resulting from, based upon or arising out of: (a) the breach by Pubco of any representation or warranty of Pubco contained in or made pursuant to this Agreement, any Pubco Document or any certificate or other instrument delivered pursuant to this Agreement; or (b) the breach or partial breach by Pubco of any covenant or agreement of Pubco made in or pursuant to this Agreement, any Pubco Document or any certificate or other instrument delivered pursuant to this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Tierra Grande Resources Inc.)

Agreement of Pubco to Indemnify. Pubco will indemnify, defend, and hold harmless, to the full extent of the law, harmless Priveco and the Selling Shareholders from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by Priveco and the Selling Shareholders by reason of, resulting from, based upon or arising out of: (a) the breach by Pubco of any representation or warranty of Pubco contained in or made pursuant to this Agreement, any Pubco Document or any certificate or other instrument delivered pursuant to this Agreement; or (b) the breach or partial breach by Pubco of any covenant or agreement of Pubco made in or pursuant to this Agreement, any Pubco Document or any certificate or other instrument delivered pursuant to this Agreement.

Appears in 1 contract

Samples: Share Exchange Agreement (Lamperd Less Lethal Inc)

Agreement of Pubco to Indemnify. Pubco will indemnify, defend, and hold harmless, to the full extent of the law, Priveco and the Selling Shareholders Debtholder from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by Priveco and the Selling Shareholders Debtholder by reason of, resulting from, based upon or arising out of: (a) the breach by Pubco of any representation or warranty of Pubco contained in or made pursuant to this Agreement, any Pubco Document or any certificate or other instrument delivered pursuant to this Agreement; or (b) the breach or partial breach by Pubco of any covenant or agreement of Pubco made in or pursuant to this Agreement, any Pubco Document or any certificate or other instrument delivered pursuant to this Agreement.

Appears in 1 contract

Samples: Share Purchase Agreement (Aqua Power Systems Inc.)

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Agreement of Pubco to Indemnify. Pubco will indemnify, defend, and hold harmless, to the full extent of the law, the Selling Shareholders harmless Priveco and Xxxxxxxx from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by the Selling Shareholders Priveco and Xxxxxxxx by reason of, resulting from, based upon or arising out of: (a) the breach by Pubco of any representation or warranty of Pubco contained in or made pursuant to this Agreement, any Pubco Document or any certificate or other instrument delivered pursuant to this Agreement; or (b) the breach or partial breach by Pubco of any covenant or agreement of Pubco made in or pursuant to this Agreement, any Pubco Document or any certificate or other instrument delivered pursuant to this Agreement.

Appears in 1 contract

Samples: Share Exchange Agreement (Metasun Enterprises Inc)

Agreement of Pubco to Indemnify. Pubco PubCo will indemnify, defend, and hold harmless, to the full extent of the law, harmless HPD and the Selling Shareholders from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by HPD and the Selling Shareholders by reason of, resulting from, based upon or arising out of: (a) the breach by Pubco PubCo of any representation or warranty of Pubco PubCo contained in or made pursuant to this Agreement, any Pubco PubCo Document or any certificate or other instrument delivered pursuant to this Agreement; or (b) the breach or partial breach by Pubco PubCo of any covenant or agreement of Pubco PubCo made in or pursuant to this Agreement, any Pubco PubCo Document or any certificate or other instrument delivered pursuant to this Agreement.

Appears in 1 contract

Samples: Share Exchange Agreement (Healthcare Providers Direct Inc.)

Agreement of Pubco to Indemnify. Pubco will shall indemnify, defend, defend and hold harmless, to the full extent of the law, Priveco and the Selling Shareholders Shareholder from, against, for, against and in respect of any and all Losses asserted against, relating to, imposed upon, upon or incurred by Priveco and the Selling Shareholders Shareholder by reason of, resulting from, based upon or arising out of: (a) the breach by Pubco of any representation or warranty of Pubco contained in or made pursuant to this Agreement, any Pubco Document or any certificate or other instrument delivered pursuant to this Agreement; or (b) the breach or partial breach by Pubco of any covenant or agreement of Pubco made in or pursuant to this Agreement, any Pubco Document or any certificate or other instrument delivered pursuant to this Agreement.

Appears in 1 contract

Samples: Option and Put Agreement (Notox Technologies Corp.)

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